UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 15, 2010 (November 8, 2010)
AUTOZONE, INC.
(Exact Name of Registrant as Specified in Charter)
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| Nevada
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1-10714
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62-1482048 |
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(State or Other
Jurisdiction of
Incorporation
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(Commission File
Number)
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(I.R.S. Employer
Identification No.) |
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123 South Front Street
Memphis, Tennessee
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38103 |
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(Zip Code) |
(901) 495-6500
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 15, 2010, AutoZone, Inc. (the “Company”) completed the sale of $500 million
aggregate principal amount of its 4.000% Notes due 2020 (the “Notes”). The Notes bear interest at
a fixed rate equal to 4.000% per year, payable semi-annually.
The Notes were sold pursuant to an underwriting agreement (the “Underwriting Agreement”) dated
November 8, 2010 among the Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust
Robinson Humphrey, Inc., as representatives of the several underwriters named therein. The
Underwriting Agreement contains customary representations, warranties and agreements of the Company
and customary conditions to closing, indemnification rights and obligations of the parties and
termination provisions. The Notes were issued pursuant to an Indenture dated as of August 8, 2003
(the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as
successor in interest to Bank One Trust Company, N.A., as trustee, and were offered and sold
pursuant to the Company’s shelf registration statement filed with the Securities and Exchange
Commission (the “Commission”) on July 29, 2008, on Form S-3 (File No. 333-152592), as supplemented
by a prospectus supplement dated November 8, 2010, filed with the Commission on November 9, 2010.
Pursuant to the Indenture, the Company entered into an Officers’ Certificate (the “Officers’
Certificate”) setting forth the terms of the Notes.
The Company will pay interest on the Notes on May 15 and November 15 each year, beginning May
15, 2011. The Notes will mature on November 15, 2020. The Notes will be senior unsecured debt
obligations of the Company and will rank equally with the Company’s other senior unsecured
liabilities and senior to any future subordinated indebtedness of the Company. The Notes are
subject to customary covenants restricting the Company’s ability, subject to certain exceptions, to
incur debt secured by liens, to enter into sale and leaseback transactions or to merge or
consolidate with another entity or sell substantially all of its assets to another person. The
Indenture provides for customary events of default and further provides that the trustee or the
holders of 25% in aggregate principal amount of the outstanding series of Notes may declare such
Notes immediately due and payable upon the occurrence of any event of default after expiration of
any applicable grace period.
The Company may redeem the Notes at the Company’s option, at any time in whole or from time to
time in part, on not less than 30 nor more than 60 days’ notice, at the redemption prices described
in the Officer’s Certificate. If a change of control, as defined in the Officers’ Certificate,
occurs, unless the Company has exercised its option to redeem the Notes, holders of the Notes may
require the Company to repurchase the Notes at the prices described in the Officers’ Certificate.
The above description of the Underwriting Agreement, the Officers’ Certificate and the Notes
is qualified in its entirety by reference to the Underwriting Agreement, the Officers’ Certificate
pursuant to the Indenture setting forth the terms of the Notes, and the form of Note, each of which
are attached hereto as Exhibits 1.1, 4.1, 4.2, respectively.
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ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information set forth under Item 1.01 above with respect to the Notes is hereby
incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct
financial obligation.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following exhibits are furnished herewith:
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| Exhibit No. |
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Description |
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1.1 |
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Underwriting Agreement, dated November 8, 2010, among
the Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and SunTrust Robinson Humphrey, Inc., as representatives of the
several underwriters named therein. |
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4.1 |
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Officers’ Certificate for the Notes, pursuant to Section 3.2 of the
Indenture, dated November 15, 2010, setting forth the terms of the
Notes. |
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4.2 |
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Form of 4.000% Note due 2020. |
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